


Eleven: Homecoming

by toad_in_the_road



Series: Firestarter [2]
Category: Captain America (Movies), Iron Man (Movies), Marvel Cinematic Universe, Spider-Man (Tom Holland Movies), Stranger Things (TV 2016), The Avengers (Marvel Movies)
Genre: 80s Era, Crossover, Gen, Government Conspiracy, Hurt Eleven | Jane Hopper, Hurt Peter Parker, Not Avengers: Infinity War Part 1 (Movie) Compliant, Possession, Post-Captain America: Civil War (Movie), Telekinesis, The Flayed, Time Travel, Tony Stark Has A Heart, here we are, im gay, pyrokinesis, secret powers
Language: English
Status: Completed
Published: 2019-08-18
Updated: 2019-08-21
Packaged: 2020-09-07 03:15:09
Rating: Teen And Up Audiences
Warnings: Major Character Death
Chapters: 16
Words: 18,028
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/20302525
Author URL: https://archiveofourown.org/users/toad_in_the_road/pseuds/toad_in_the_road
Summary: Peter had three weeks of peace.And after that, El came to 2018.With a new visitor to his home, and a danger growing on the horizon, Peter fights to keep his family safe, and to fix broken ones. Or quite literally die gruesomely trying.Oh, and also not let anyone know he can spit fire now.





	1. Welcome Home

**Author's Note:**

> i have no self control here ya go ya heathens

It could easily defeat both the Boy and the Girl if given the chance, but the Girl concerned It more.

The Girl had been Numbered since she was born, and she had very nearly defeated It the first time.

That was an oversight on It's part. It shouldn't have underestimated the Girl so easily. Now It knew better. It would have to weaken her, take her off her home. Luckily, It knew a way.

The Boy? The Boy was out of control, barely knowledgable about his original powers, much less his new Numbered status. It would have to be careful either way, however. The Girl was more powerful, but the Boy had harnessed It's weakness. It still remembered the fury and blinding agony of the first time the Boy discovered he was Numbered. 

But the Boy was afraid. Of his Number, of It, of anyone finding out. And fear was so easy to use. 

But it shouldn't matter too much. 

It would simply have to be more delicate this time, more discreet. It could do that. 

The Boy was Touched, the Girl was coming to the Boy, and all It had to do was wait.

Wait for the right Host.

*** *** ***

"Peter, come on! It's the last day of school! Exam time!" 

"I'm coming May! Just one more second!" Peter yelled back, spraying the last of his setting spray on his arm. _Great. That's another seven bucks I need to spend that I don't have._

For the last three weeks, Peter had created a daily ritual that was so bizarre it still didn't seem real. He got up early, rubbed primer over the inked 012 on his arm, covered it very carefully with foundation, and sprayed setting spray on the spot to keep it intact. 

For the first week after he got back, he just wore long sleeves, but the paranoia of someone seeing him was too great, so he took extra precautions. 

And even then, he was so, so so so scared someone might see. What kind of questions would he ask? How was he even supposed to answer?

Not to mention his little fire problem.

For having to work so hard to get them to work when he was about to die, his new handy-dandy fire hands seemed trigger-happy to the point of it being obnoxious.

Ned texting him he heard a rumor that MJ thought he was cute? The fire sprinklers in the apartment building mysteriously went off. 

Realizing he didn't know if El, Hopper and 1984 Tony were alive? He needed a new jacket, his old one was mysteriously burned.

Worst of all was when he was stressed or scared. Especially suddenly. He had been so concentrated in note-taking he didn't notice Flash creeping up on him to push him off the stool, causing the school to have to evacuate for a small fire in the science wing. Luckily, it was written off as a faulty bunsen burner.

Even so, Peter was petrified the same situation would happen again. 

More pounding on the door. "Peter!" 

Peter yanked down his sleeve. He was good to go. "I'm coming!"

Last day of sophomore year, here he came. 

*** *** ***  
Peter huffed, biting his lip nervously. History was his most difficult subject. There were so many details he struggled to remember. And frankly, it was boring. 

_What was the significance of Tammany Hall for New York and the average citizen's view on politics? _

Peter sighed deeply. 

He suddenly paused, looking up and around. His spidey-sense was going off, but not in danger. With something he couldn't identify. 

He looked around frantically, almost buzzed. He saw the teacher looking at him suspiciously from the front of the class. He immediately looked back down, face red. 

_What the hell?_ Peter wondered, starting to scribble vague historical nonsense onto the test.

It...was fine. It was fine, it had to be. He was going to have a great summer, being Spider-man, hanging out with Ned, doing cool stuff with Mr. Stark, maybe hanging around MJ if he was lucky...

Right. Right. A great summer.

*** *** ***

Happy looked up suddenly from his Stephen King book. A young girl stood in front of him, waiting. She was wearing jeans, converse, and a plain grey t-shirt. Her brown hair fell a little above her shoulder, and her dark eyes darted around the room, taking in everything.

Happy blinked. "Uh...can I help you?"

Her eyes snapped back to him. "Peter. Where is Peter Parker?" She asked. 

Happy blinked. "Uh, what?" He had never seen this kid before. And she wasn't old enough to go to Peter's school. 

"Where is Peter Parker?" She repeated, looking frustrated.

"Look, I don't even know who you are, I can't just-" 

"Tony Stark. Where's Tony Stark?" She asked, interrupting him.

"Look, kid, are you lost? I can call you a taxi or something, but-" The elevator door opened with a ding. Happy glanced back.

The elevator was empty.

"Alright." He muttered. "You want me to call your parents-" He turned back to the girl, who was gone. He whirled around, and gaped when he saw her in the elevator.

"Hey! You can't go there!" He got up, rushing to stop the closing elevator. The girl jerked her head up, almost like a 'sup' nod. But Happy flew backward, swatted back by an unseen force. 

He looked up just in time to see the girl wiping a trickle of blood from her nose.

Happy was quiet, fumbling for his radio. "I am so fired." He muttered.


	2. The Crash

"So, how does it feel to be an upperclassman?" May asked over the phone.

Peter grinned, glancing back at the school. "Don't be too sure, we don't know if I passed yet."

"Oh please. If you don't pass with perfect grades, the apocalypse is upon us." She said.

"History was hard-"

"You worry too much, Pete. I'm sure you did great. Are you going out to be Spider-man?" She asked.

"Yeah. Maybe I'll see if I can meet Mr. Stark to upgrade my suit." Peter said.

"Okay, just make sure you're back by eleven." 

Peter made a face. "But it's summer-"

"Ten-thirty."

"May-"

"We can keep going or you can accept a quarter to eleven."

"But-"

"Ten forty!"

"Okay, okay!" Peter laughed in spite of himself. "I'll see you then."

"Love you."

"I love you too. Bye." Peter hung up, rushing out to meet Ned. 

"Are you going out to do your thing?" Ned asked. Peter nodded. 

"We can hang out all day tomorrow. I figured it'd be easier and we'd have more time." Peter said. Ned nodded, but he was staring at Peter sideways.

"...what? Do I have something on my face?" Peter asked.

Ned bit his lip. "You've been...kinda weird for the last few weeks, dude." 

Peter looked at him nervously. "Weird? Weird how?"

"I dunno. You're more distant. You've been really jumpy. I dunno, you're just kinda...off? You're different." Ned said, gesturing vaguely.

_That's because I AM different, Ned._

Peter shrugged. "It's just been kinda stressful these last few weeks. Kinda just put me in a weird spot."

Ned looked doubtful. "You sure you don't wanna talk about anything?"

_I would LOVE to talk. But there's no one to talk to about THIS._

Peter smiled. "Yeah. Of course."

*** *** ***

"Tony, there's a meeting in Berlin next week." Pepper called, walking into the main workshop of Stark Tower.

Tony sighed, not looking up. "Don't say it-"

"You have to be there."

"You said it." Tony sighed, looking up from the nanotech he had been tinkering with. "Why can't-" He paused. "Um. Pepper?"

"Hm?" She asked, glancing down at her tablet.

"Who's that?" 

Pepper turned and yelped. A young girl was standing behind her, looking around the workshop with naked awe. Tony coughed. "Uh, the tours were yesterday. Come back another time." 

The girl snapped her eyes to him, looking intently, as if trying to find something. "Are you lost, sweetie?" Pepper asked, trying to disguise the shock in her voice.

"How did you get in here?" Tony asked.

"Elevator." The girl said. She stepped around Pepper, ignoring her entirely. "Tony Stark?" She asked. 

"Yes, and ten feet back. This shit is expensive." Tony said.

"Language!" Pepper hissed.

"She broke into my workshop! I can say what I want!" Tony protested.

"You...don't know me?" She asked, confused.

"Sorry, kid. I see a lot of people. Most of the faces blur together." Tony said, getting increasingly uncomfortable.

"Peter. I need to see Peter Parker." She said.

_Oh shit._

"Who?" Tony decided to play dumb.

The girl sighed, irritated. "Spider-man."

_Oh SHIT._

Tony blinked, making eye contact with Pepper. Pepper gave a stiff nod, carefully stepping back towards the emergency lockdown button. 

"How'd you make that connection?" Tony asked carefully. 

"He told me. You don't know me? Or about me?" The girl asked, looking slightly hurt now. 

**WEE-OO WEE-OO WEE-OO!**

Alarms blared out after Pepper pressed the lockdown button, and the girl jumped in surprise. Metal doors slid over the main entrance to the workshop, and metal covers fell over the windows. Tony grabbed his gauntlet. He wasn't sure why, but he felt safer with it.

The girl fixed her eyes on the last falling window cover, and stretched out her hands. 

To Tony's complete shock, the metal cover froze.

"What the-" He started to come towards her, but she flung her other hand towards him, and suddenly Tony couldn't move. He gasped, more than terrfied, trying to comprehend the sight before him.

The girl fixed him with a glare, her nose bleeding. "Turn it off." She grunted.

Tony managed to find his voice. "Only if you let go first, freak."

The word 'freak' was a bit cruel, and he realized that immediately. But it seemed to snap something in the girl, and she looked furious. With a yell of exertion, she ripped the metal cover from the window, throwing it at Tony. 

Tony blasted the cover with his gauntlet, and he and the girl both ducked to avoid the shrapnel. He blasted a stun ray from his gauntlet, but the girl flung it to the side.

"Hey, Mr. Stark-" 

The girl flung a table at the voice, and Peter-that idiot, Tony had told him not to come through the emergency exit, but the kid always protested it was more fun to swing up it-yelped and dodged, barely getting squished.

"PETER! GET OUT!" Tony yelled, calling the rest of his suit towards him.

"Wait, no-"

He blasted two more mini-cannonballs at the girl, one of which hitting her in the stomach and sending her flying backwards. He swooped down, ready to restrain her-

The girl was up, arms stretched at Tony, fury in her eyes. 

The suit began to tighten, frozen in the air. "FRIDAY, eject!" Tony rasped, feeling the metal dig into his ribs.

"Systems are offline, I don't know what's happening!" Came the AI's response.

_Oh God._

"EL!" Peter shrieked. The girl looked to him, and promptly dropped Tony, who gasped for air.

The girl smiled widely at him. 

"Hi, Peter."

*** *** ***

May was driving home, trying not to worry about her nephew. 

It was hard not too, though. He was always so impulsive, even before his powers, and now that she knew he deliberately throwing himself at bullets...

Something dashed in front of her, and she swerved, and her car slammed into a lampost. May gasped, shaking. 

_What was that?!_

She climbed out of the car, examining the sizable dent in the front side door. Great. A couple thousand dollars to replace. 

There was a distant moan.

She looked up, confused. The only thing in sight was the closed down 'Brimborn's Harbor Tours'. And yet there was a surprisingly human moaning coming from inside.

May crept up carefully, jumping when a rat scurried in front of her. "Hello?" She called caustiously, then wrinkled her nose. It stank of rot.

Another long moan. "Hello? Is anybody there? Are you okay?" She crept down the metal stairs, flinching at each light tap she heard from her shoes.

It was deathly quiet, nighttime shadows concealing the rest of the downstairs of the tour center. "Hello?" She asked.

Something moved in the shadows. 

"Hello, do you need help?"

Then it moved more. Much too big to be a human. 

And then it emerged.

And May's screams echoed in the emptiness.

**Notes for the Chapter:**

> im sorry


	3. Friends Don’t Lie

**Notes for the Chapter:**

> Ned: hey peter did you see that tik tok filter where it looks like you’re breathing fire?  
Peter: *sweats*

"Sorry, do you know this bootleg Maximoff?!" Tony wheezed, faceplate flipping up.

El fixed Peter with a glare. "You didn't tell him anything?"

"What was I supposed to say?!" Peter protested.

"Well, you better sit your ass down and start explaining now before she decides to start tearing apart my workshop again." Tony pointed at El, who glared.

"Mouthbreather." She muttered.

"I'm sorry, did she just call me a mouthbreather?"

Peter held his hands up as if in surrender. "Okay, okay..." He wriggled, looking uncomfortable under both El and Tony's glares. "So...El's from the year 1984-"

"1985." El corrected.

Peter looked surprised. "But it's only been a few weeks for me...I guess that explains how your hair got longer. It looks nice." He offered.

El smiled. "Thank you."

"Alright. So how do you know someone from 1985?" Tony asked.

Peter wriggled. "Uh...you know the portal thing you did a bit ago? Well...when it exploded, it kinda sent me back to 1984."

Tony blinked. "You were out a few minutes. There was a second or two where I couldn't find you, but-"

"I think time runs differently. That's why it's been like a year for her, and only a few weeks for me-how is everyone, by the way?" Peter turned to her.

El shrugged. "Pretty good."

"Is Will okay? Are you and Mike dating? How's Steve? And Dustin and Lucas? Oh, are you still hiding from the agents? Are Hopper and Joyce okay?" Peter asked quickly.

El looked amused.

"What the hell?! You went to 1984 and didn't tell me?!" Tony yelled.

Peter winced. "I didn't see the point. I just went there, not much happened, and I came back."

El stared at him, shocked by this blatant lie.

"How did you get back?!" Tony snapped.

"You." El said.

"We...kinda recruited younger you. It was interesting, El and you became best friends." Peter said.

El made a face. "No we-oh. Sarcasm." She nodded sagely.

"You met younger me?! How the hell do I not know about this?!" Tony yelled, pacing the room.

"I think that it's kinda like a separate universe." Peter said. Tony groaned.

"So how exactly can she throw my shit around?!" Tony snapped, gesturing at El.

"Lab." El said, rolling up her sleeve to expose the 011.

Tony made a face. "So you are a bootleg Maximoff." He muttered.

El looked confused, but glanced at Peter. "Peter got-"

"Nothing!" Peter interrupted her. "That was about it. I made some friends, helped build another time machine, boom, I'm back."

El glared at him, but didn't speak.

Tony sighed, running an exhausted hand down his face. "What the hell are you on to think I don't need to know about this?!"

Peter wriggled. "I-I'm sorry, Mr. Stark. I just didn't want you to worry."

"I'm more worried now! Just..." He looked Peter in the eye. "Are you sure you're okay?"

_No. Absolutely not._

Peter smiled. "Yeah. Totally."

Tony sighed again. "So I'm assuming you want me to send her back to 1985?"

Peter nodded.

Tony groaned. "God, I'm getting too old for this. Hang on. Stay there. Don't touch anything." He directed his last comment at El.

As soon as Tony left, Peter felt a sharp tug on his hair.

"OW!" He turned, glaring at El. "What was that for?!"

"You lied." She said, looking mad. "You lied before, and you're lying now."

"Well, it's a little complicated. I can't just run up and say 'guess what Mr. Stark? I got attacked by possibly alien monsters and was part of a secret government experimentation project!'" Peter grumbled.

"And can set things on fire." El added.

"How do you-" He paused. "Did Tony tell you?"

El nodded.

"Yeah, that's the number one thing I would like to keep under wraps. That's something that's really hard to explain." Peter said.

"No, it's not. Just show him." El retorted.

"Well, okay, then I just don't want to explain to him, okay? Don't say anything. Seriously, El." Peter said, turning away.

"Is Tony your friend?"

_Something like that._

"I...I guess? Why?" Peter glanced back.

El was glaring at him. "Friends don't lie."

Peter opened his mouth to retort, but Tony walked in with a tablet.

"So," He turned to El. "How exactly did you get here?"

*** *** ***  
May tore out of the building, panic and disgust in her head. She had to go, right now, and quickly lest that...that thing catch up to her.

She practically dove into the car, speeding away with a speed that made the tires squeal.

_The monster of flesh and broken bones reaching out for her, grabbing her and not letting go, suffocating her._

May was shaking.

She blinked, and suddenly she was looking at a new landscape, a dying one with ash flying through the air.

** _Stop._ **

May blinked again, and the world went back to normal. Her shaking worsened, and she felt horribly feverish.

** _Stop. Bring others to me. You cannot stop it._ **

"What do you want?!" May shouted, knowing it was illogical. There was no one there.

Right?

** _To build an army._ **


	4. The Chill

"So, essentially, you're in the same boat as Peter was. Past Me was trying to make a time machine and threw you back to 2018." Tony said.

El nodded. "Why was he making it?" Peter asked.

"He wanted to make sure you were okay." El said.

Peter's heart clenched.

"Didn't Past Me already send Peter back?" Tony asked.

"There was a government experiment that had opened the time travel portal that I accidentally came through, and I think it's easier when one door is already open." Peter said.

Tony sighed. "Well, that's peachy. Now I gotta reverse engineer a time machine."

"Can you do it?" El asked.

"Of course I can do it. I just need some time." Tony said.

Peter wriggled. "How much time?"

"I dunno, a few weeks or so?" Tony said.

He and El exchanged glances. They didn't have that long before El started to suffer. El opened her mouth, but Peter shook his head.

Tony didn't seem to notice. "So where's she gonna stay?" He asked.

"She can stay with me. I'll tell May its superhero stuff. It is." Peter said.

"You know when she finds out you're not telling her everything, she'll blame me." Tony said.

Peter shook his head. "It'll be okay." He turned to El. "You'll like my aunt. She's nice. And you can hang out with me and Ned tomorrow."

El blinked. "Who's Ned?"

"My best friend. It'll be fun!" Peter grinned.

"Kid, she's from 1985, you'll mess up the future-" Tony said, but Peter grinned.

"Aw, c'mon, Mr. Stark." Peter smiled, digging into his backpack. He pulled out the suit. "She's smart, she won't ruin the 80s or anything. It'll be fine!"

"That's your suit?" El asked.

Peter nodded, grinning. "I told you I was a superhero."

*** *** ***

"Hey May, I'm home early!" Peter swung through the window, a frazzled El clinging to him in a death grip. "See? That was cool." Peter said. He had swung home.

El's hair stuck out every which way. "I hated that." She gasped. She shivered. "It's cold."

Peter paused. It was a bit cold. Had May bumped the AC and not noticed? 

"May?" No answer.

El looked apprehensive.

_DANGER DANGER DANGER!_

"Shit," Peter muttered. "Stay here." He whispered to El.

She followed him anyway, and Peter was secretly grateful for the backup.

"Hello? Anybody home?" Peter called. It was silent, horribly so.

"May...?" Peter asked. His hand started to throb. It hadn't stung in weeks. The swelling and infection had disappeared as soon as he had gotten home.

"Peter!" Peter jumped, whirling around, seeing May smiling at him from the doorway.

_DANGER DANGER DANGERDANGERDANGER-_

May looked confused. "Are you okay?"

Peter forced a nod. "Yeah, just...kinda out of it."

May glanced at El, and there was something on her face he couldn't identify. "Who's that?" She asked, confused.

Peter stepped aside and prodded El forward. "This is El. I was kinda hoping she could crash here for a bit...? It's for Spider-man related stuff."

May looked unsure. "Do...I know you?" She asked, looking unsure.

El didn't move or say a word.

May shook her head. "Sorry, déjà vu, I suppose. I...I suppose she can. What sort of Spider-man business brings her here?"

"She sorta got blasted back from 1985." Peter said, unsure.

May blinked. "...I...alright. I don't wanna know." She waved her hand.

Peter blinked. May was always asking him about Spider-man business, fretting if he was okay. It seemed a bit odd now, but...maybe she was finally starting to relax.

_DANGER DANGER DANGER-_

But there was no danger! There was nothing wrong.

El was dead quiet, staring at May. "It's really cold." She finally said softly.

May smiled, embarrassed. "Sorry, I've just been really hot today. I don't know why. I hope you don't mind-"

"It's fine, May. Are you sick?" Peter asked, stepping forward.

May stepped back. El thought she saw a flash of fear on her face. "Maybe, but I'll be alright. I think I just need to sleep."

Peter nodded slowly and smiled. "Alright. Goodnight Aunt May. I love you."

_DANGER DANGER DANGER DANGER!_

"I love you too Peter."


	5. Alison

**Notes for the Chapter:**

> I bought my dog a Spider-Man costume. My mom said don’t its a waste of money but you don’t choose to be spider man it’s a responsibility

"No way. So she can like, throw crap with her mind?!" Ned asked excitedly, glancing at El, who was walking some distance behind them, looking around in awe at everything. 2018 had so much to offer El, and it was nearly overwhelming her.

"You know Scarlet Witch can do that right?" Peter asked.

"I didn't get to meet Scarlet Witch! Who would win in a fight, her or El?"

"What? I dunno, I'm not gonna pit them against each other." Peter said.

"Who is Scarlet Witch?" El asked, catching up to them.

"Someone who has similar powers to you." Peter said. El looked offended.

"I had them first." She said.

"Can you do something right now?" Ned asked.

"Like what?" El asked.

"Uh...crush that soda can?" Ned pointed out a discarded Dr. Pepper can on the side of the street.

"Her powers aren't a toy, Ned. They-" The soda can crumpled into a neat ball. Both boys looked at El.

"Your nose isn't bleeding." Peter observed.

El shrugged. "Easy stuff. Gets easier to do stuff the more I do things."

"So, what constitutes as something hard?" Ned asked.

"Throwing something big. Holding something big. Finding someone-" El said.

Ned blinked. "Finding someone?"

El nodded. "I can find people. Just need to know what they look like."

"Can you find me?" Ned asked excitedly, and then seemed to realize the stupidity of the question. "Well, I mean...you know what I mean."

El nodded. "I could find you."

"Can we test it?" Ned asked.

Peter glanced at El. She looked unsure. "It'll be fun. We'll stop when you want." Peter assured her.

"Fun..." She said slowly. Then she smiled. "Okay."

*** *** ***

May was not having a good day.

The intense fever feeling and spinning head followed her to the hospital and stayed with her throughout her shift. Many people asked if she was okay, but she always said the same lie. She wandered down the halls, suddenly turning around. Everyone was staring at her intensely, eyes dilated and veins popping with something far darker than blood.

May started running, eyes going in and out of focus between the memories of last night, her current surroundings, and the ashy, rotting world that had to be a hallucination.

_Rats exploding in a mess of flesh and bone._

_A girl screaming, not in pain, but exertion. There was deep, deep hate for her._

_A boy-a scarily familiar one-setting fire to It. How dare he, didn't he know who It was?!_

_A spider-like creature made of death reaching and taking her, poisoning her with Itself._

_The ash grew thick._

May collapsed in the empty locker room, trying to catch her breath.

_Reaching into the world, only to be cut off by insolent, ignorant, stupid children._

_It had two ways now._

_The Gate was open._

_ **You have a responsibility now.** _

_Blackness coursing through her, corrupting and taking over, replacing herself._

_ **Take them to me.** _

_ **Take them Home.** _

_Home?_

_ **Take me there.** _

_ **"Take me to It."** _

May looked up, startled, seeing Alison, another nurse, kneeling in front of her. "W-what?" May asked.

"I said are you okay? You look awful." Alison said.

_ **Take her to me.** _

*** *** ***

"He's rerecording again." El said in an exasperated voice. Peter and Ned burst out laughing.

They had been spying on their peers for an hour or so, and now El seemed to be the one who wanted to lead the fun, finding the odd intricacies of the citizens of Queens funnier than Ned or Peter.

"Flash has been filming his Instagram video for an hour!" Peter gasped.

"What's the point? Do people really care about his...uh..." El paused, forgetting the word.

"Laptop." Ned supplied.

"Laptop." She repeated.

"I don't know. It confused me too." Ned confessed.

"Why-UGH!" El ripped the blindfold off, looking disgusted.

"What?! What's wrong?!" Peter asked, handing her a tissue.

El wiped away her blood. "He's picking his nose!"

This sent the three into near hysterics. El shook her head, still looking disgusted. "I'm not looking at him again." She said.

"Okay, okay..." Ned took a deep breath, wheezy from laughing so hard. "Who else then?"

"Can you check on May?" Peter asked. "I don't know if she's feeling better."

"Dude, spying on your aunt?" Ned asked. "That's kinda weird."

"It's not spying! I just wanna make sure she's okay." Peter protested. He looked at El. "You good to keep going? Or do you wanna stop?"

"I can go." El said, tying the blindfold back on. Ned clicked the white noise app on his phone, and the empty, void-like sound started again.

El looked around at the darkness around her, seeing someone leaning over something. It had to be May. She approached her, suddenly apprehensive, though she couldn't place why.

There was a whimper.

El froze, seeing a woman with blonde hair and blue eyes tied up under May, struggling, terrified at something El couldn't see. The woman let out a terrified scream and then disappeared. El gasped, stumbling back, and May snapped her eyes at her.

May stared right at her and disappeared.

El ripped off the blindfold, gasping.

"El?! What's wrong?! Is she okay?!" Peter asked, looking scared.

El stared at him.

"It's back. It's here."

Peter paled, and Ned looked confused. "Who's here?"

"The Mindflayer." El whispered.

Ned wrinkled his brow. "Wait, isn't that a Dungeons and Dragons monster?"


	6. Pyrophobia

"Why do you always tell half-truths?!" Ned groaned.

Peter had been forced to explain the whole monster concept to Ned after the revelation (the untrue one, it couldn't be true) that May might possibly be possessed by the Mindflayer. 

"I didn't want to worry you." Peter said weakly.

"What the hell?!"

"Friends don't lie." El added, unhelpful to Peter's case. She had been very quiet, sitting in the corner of Ned's room in an almost trance-like state.

"Yes!" Ned gave El a thumb up. "Thank you. You gotta tell Stark-"

"No! What if El's wrong?! Maybe she made a mistake?" Peter protested.

"Your aunt was standing over a tied up woman! Sorry if that sounds suspicious!" Ned yelled.

"We can find out." El said. "It hates heat." She looked at Peter. "You-"

"I can find a way, yeah, just let me think." He interrupted her, cutting her off from the revelation. She looked furious, and Peter had a feeling at some point today he would take an embarrassing fall for that.

"Heat. What if we stuck her in a sauna or something? Like the one at the Y?" Ned asked. 

"How are we gonna lure her into a sauna?" Peter asked. 

"Dude, I don't know. I'm trying to help." Ned said.

"Shower?" El said.

Peter paused. That could work. They could rig up the shower to keep going, and when steam filled the room, and May was fine-if a little pissed-everything could go back to the nice, comfortable, secretive normal.

"...alright. Let's do it." Peter said.

*** *** ***

"You need to stop lying." El said, watching Peter tinkering with the water pipes.

"Hm?" Peter asked. He had been focused, not really paying attention to her.

"Why are you lying to them? You can fix it. You can burn it out. But you won't." El said.

Peter glared. "We don't know if she's possessed by the Mindflayer for sure."

"Either way, you're still lying." El snapped.

Something about the situation had really hurt El, and Peter could feel the tension in the air whenever the two were alone. It was a ticking time bomb, one that would either end in an explosive fight, or El spilling the tea on his new abilities. 

"I just wanna keep it to myself for now." Peter said.

"Why?"

Peter paused. "The spider bite was one thing, that was crazy enough. But that's different. That's easier to control. I CAN control it. It doesn't scare people. This..." He paused. "It's different. I didn't ask for it, and I didn't want it either. I can barely control it, and it'll only lead to people getting hurt. It..." Peter paused, seeming to confess almost to himself. "It...it really freaking scares me. Everything about it. How I got it, how it works, what I can do...it literally terrifies me."

"Do I scare you?" 

Peter blinked. "W-what?" 

El was staring directly at him. "Do I scare you?"

He turned away. "Of course not. You're different."

"How?" 

"You just are, okay?!"

Ned poked his head in. "She's on her way back. It's ready."

*** *** ***  
"Hey May." Peter said, eating chips, trying to sound casual. El was pretending to be fascinated with the TV, and Ned was scrolling through his phone.

His hands were shaking.

May waved, not looking at him. "Hey, Peter. I see you brought Ned over?" She smiled, waving at him.

Ned gave a smile as though he was about to throw up.

May blinked, a bit perturbed by his expression, but seemed to brush it off.

"How was your day?" Peter asked. 

Ma shrugged. "Busy. Not too much happened." 

"...meet anyone interesting?" Peter blurted out. El sent him a look. That wasn't in the script.

May looked at him. "I...guess? I was around a newer nurse named Alison today. She was nice."

"What does she look like?" Peter asked. El flipped him off, and Ned kicked him from under the table.

"What's with you? You're acting weird." May said. Peter shrugged.

"Just wondering."

May stared at him for another second, before seeming to more or less shrug it off, going down to the hall to her room.

Operation Makeshift Sauna was a go. 

El stretched her hands out, batting the air as if swatting a fly, and May yelped as she was thrown into the bathroom, the door swinging shut after her and locking.

"GO!" Ned yelled, helping El push the sofa in front of the door. Peter scrambled on top of the ceiling, fiddling with the pipes, and he heard the shower come on.

"Peter, what the hell?! Let me out right now!" May sounded furious. Peter bit his lip. 

"We gotta wait it out, dude. If she's fine, she'll understand." Ned said.

Peter forced a nod, still feeling ridiculously guilty. 

The hot water continued to run, and the pounding on the door increased. "PETER RICHARD PARKER, YOU LET ME OUT OF HERE RIGHT NOW OR I SWEAR TO GOD-"

"Did you hurt Alison?!" Peter yelled back.

"What the hell-"

"Did you or did you not?! I need to know! El saw you with her!" Peter yelled. Ned tried to grab his arm to say something, but Peter pushed him off.

"El had no right to spy on me-"

"I didn't say she was spying on you! How did you know that was it?!" Peter yelled, stomach dropping.

There was silence, and then sobbing from the other side of the door. "Peter, God, please, let me out. I don't know what's happening...I...I didn't mean to hurt anyone." 

Peter felt tears run down his own cheeks. God no, not May, out of everyone in the world, it chose May. "I...I know you didn't. We...we want to help. Please, just tell us what happened. We want to help." Peter pleaded, hands against the bathroom door.

There was a sobbing, choking sound. "I love you, Peter." 

"I love you too-"

_DANGER DANGER!_

Peter leaped away from the door as the pounding resumed with vengeance. El pushed him behind her, arms spread in front of the two boys protectively. 

"LET ME OUT! LET ME OUT OR I SWEAR I'LL KILL YOU ALL!" May screamed, in a voice that terrified Peter. There was a crash, and May broke through the wooden door. She was nearly unrecognizable. Her eyes were dilated, with murder, and her veins popped out, filled with a poison, black substance. 

El flung her against the wall, pinning her with the sofa. Blood ran down her lip, and Peter could see her panting from exertion.

"El-" 

May threw the sofa off, hitting El and sending her tumbling, and rushed at her, pinning her against the wall, choking her.

El gasped. "Pe...ter!"

Peter stood frozen, unable to comprehend the scene. May, trying to kill El, possessed by a monster from another universe, who would kill him next, maybe-

Ned hit May over the head with the toilet seat lid. 

May dropped El, turning her attention to Ned, but El was quicker, screaming in pain and rage as she stretched out her arms, throwing May straight through a brick wall.

Then El collapsed. 

"Oh my God!" Ned rushed to help El, but Peter ran to the hole in the wall, looking out. 

There was May, running away into the night.


	7. The Onset

Happy jumped again, seeing a gang of three people run into the lobby of Stark Tower. "Hey, what the hell?! It's one-thirty in the morning-"

"Happy!" Peter yelped, pitching forward, stumbling. "We need to see Mr. Stark right now."

"What? Why-" He froze, pointing to the shortest of the three. "Hey, you're the one who snuck up!"

The girl tilted her head at him. She looked far worse for wear, pale and shaking, deep bruises coming in on her neck, her lip stained red from a violent nosebleed. "Did someone choke you?" Happy asked.

All three winced.

"That's El, she's from 1985, and that's Ned, my friend." Peter pointed.

"I'm from 2018." Ned offered unhelpfully.

"But El, apologize to Happy for throwing him." Peter said.

El didn't seem to like this, as she glared at Peter, and he jerked back, yelping in pain. "Stop doing that!" He put his hands over his scalp protectively.

"Mouthbreather..." El muttered, swaying on her feet. She collapsed, and Ned barely kept her from going down hard on the marble floor.

Peter looked terrified. He turned back to Happy. "We really, really need to see Mr. Stark."

*** *** ***

Tony wasn't sure how he ended up with three kids-two of which were super-powered-into his tower in the dead of night, but here he was.

The three stumbled out, El partially supported by-Ted? That was his name, right?-with Peter rushing forward. All three started talking at once.

"Mr. Stark, a made a really bad mistake-"

"-I think this might be a real-life game of Dungeons and Dragons, but no one's caught me up so I don't know-"

"-could have burned it out, coward-"

"-shut up, El! Now we have to defeat it-"

"-this is the coolest but scariest thing-"

"HEY!" Tony clapped his hands, and the kids mercifully fell silent. "Does the least hysterical person here wanna tell me what's going on?!"

Peter opened his mouth, but Tony held up his hand. "I said least hysterical, Parker. That's not you."

"The Mindflayer." Tony turned, seeing the exhausted El. She looked like she lost a very bad fight. "It followed me. It got May."

Tony blinked. "What's a Mindflayer?"

*** *** ***

"Are you sure it was her?" Alison asked May, staring at her as May scrubbed the thick, black-ish blood off her.

"I'm positive. She's the only thing that can stop us. She nearly stopped me." May said.

"And him?" Alison asked.

Something struggled in May's face for a second, and Alison looked concerned. Then May's face snapped back to blank rage.

"He didn't use his powers on me then. I doubt he will." She looked across the basement of Brimborn's Harbor Tours. "But...it's better to be safe than sorry."

Alison looked up with her, looking over dozens, nearly one hundred people, staring blankly ahead at It, in all it's fleshy, rotting glory.

*** *** ***

_He was in a storm of red, the air smelling of ash and rot. His legs walked across the land on his own accord, without his bidding, as if controlled by something else._

_ **Boy.** _

_Something rose above the empty, lifeless buildings of Queens. It looked like a spider made of ash. Black, choking ash._

_ **You cannot stop it.** _

_The spider-like creature turned towards him, a faceless being with a long head. His blood ran cold._

_ **It has already begun.** _

_The being stepped forward with a long spindly leg, and the leg turned into a tornado of ash, heading towards him. He couldn't move._

_ **You call me the Mindflayer. I suppose this is accurate.** _

_The ash tornado was right there, waiting._

_ **And soon I will have you.** _

_The ash tornado swept over him-_

"HEY!"

Peter jolted awake. He had been holding his head in his hands, elbows resting on the table, but now they slipped out under him, and he smacked his forehead.

Tony was glaring at him, adjusting his portal-turned time machine. "Are you gonna help?"

"I-I didn't think you wanted me too." Peter said shakily.

Tony rolled his eyes. "This whole shitstorm happened because you decided to leave certain key details out. So yeah, you're helping."

Peter felt his face turn hot. El was already giving him the silent treatment, Mr. Stark was pissed, and even Ned seemed a bit irritated with the fact that he had needed to save alone El by smacking May with a toilet seat cover.

"Anything else you're leaving out?" Tony asked. Peter shook his head. Thank God El was in the kitchen with Ned, or she would most definitely give him up, or at least punch him.

"So, your new friend seems a little pissy." Tony said.

Peter nodded. "She's...mad. Is she gonna be okay?" El had nearly passed out several times, her nose still leaking blood even after she stopped.

_She's starting to die. She can't use her powers so much or it'll only speed it up._

"You tell me. I don't know her." Tony said, not looking up. "Is she mad that you didn't tell me everything? And now she needs to bust her ass to fix it?"

Peter grit his teeth. "I guess? That's not fair. I don't have to tell anyone everything..."

"When it's stuff like this, you do." Tony corrected.

"But it's not like I insulted her personally! It's none of her business! She's being irrational!" Peter snapped.

"Pro-tip." Tony said, looking up. "Don't call women irrational if you want them to still like you."

"I don't want her to be my girlfriend or anything." Peter muttered.

"Doesn't matter. Just don't do it." Tony said.

"Boss? Mr. Leeds and Miss El are making their way back to you." FRIDAY's voice echoed from the ceiling.

"Is El okay?" Peter asked.

"She appears to be more stable." FRIDAY answered.

On cue, Ned and El entered. El looked better; the bruises still stood out on her neck, but she was pale as opposed to ashen. She sniffed, wiping her nose.

Ned was staring at her, looking impressed. "Dude," He said in an awed voice. "She ate an entire large pizza in less than fifteen minutes."

Peter blinked. That WAS impressive.

"Are you okay?" Tony asked. El nodded.

"We need help." El said.

"Yeah, I know. There are a few people I can call, but-"

"She...kinda already got to them." Ned said slowly, sounding guilty.

Tony blinked. "What?"

"Needed real help." El insisted.

Peter blinked. Why did she still have blood on her nose? "Who did-"

There was a ringing in Tony's pocket. Tony looked shocked.

Slowly, very slowly, he took out an ancient phone, staring at it as though it grew fur.

"Needed real help." El repeated.

Tony made a face as though he stepped in shit. "Motherfucker."


	8. The Octopus

"What. Did. You. Do." Tony said through gritted teeth, holding the ringing phone as if it were a bomb. 

The phone flew out of Tony's hand and into El's. She looked at it, confused, and then handed it to Ned. Ned paused, and then pressed the button to answer the call, putting it on speaker.

"Tony?! Someone reached out to Wanda. They said you needed us. It was an emergency?" There was silence. El stared at Tony, waiting for him to speak, Tony was pretending not to see her, and Peter and Ned were in shock. 

"Tony?! Hello?!" The crackly voice asked. 

"Hello." El said. Tony's head snapped to her, waving his arms to try and make her stop talking.

"Hello?! Who is this?!" The voice asked.

"El. I found her." El answered.

There was quiet. "You were the one who I saw?" A female voice with an accent asked.

"Yes." El said. 

"...how did you do that?" A new voice asked. 

"Powers." El answered vaguely.

There was more silence. "...are you really with Tony. I swear to God if you hurt him-"

"Something is here. Something bad." El interrupted. Tony looked surprised by the sudden threat the person on the phone gave.

"Bad? What kind of bad?" 

"Really bad." El answered.

"Destroy the world bad." Ned piped up.

"Who's that?" The female voice asked.

"We are in New York," El said, staring Tony down. "Come now."

"Okay okay. Who should we bring?" 

El glared at Tony, daring him to stop her.

"Everyone."

*** *** ***  
"Boy, you really pissed him off." Peter said.

Tony had spent a few minutes screaming at the two after he regained his composure and had screamed more when El broke the phone so he couldn't call them back.

"Dude, I think it needed to happen. If this thing is as powerful as El says it is, we're gonna need their help. Even if we get in trouble, this is all to save May." Ned said quietly.

"How can it even stay here?" Peter asked. Ned looked confused. "In 1984, it needed a gate to its world to be open so it could stay here. The one that possessed Will was like...like you know how an octopus has a nervous system for each arm?"

Ned nodded. "What's an octopus?" El asked.

"It's like a wet spider in the ocean-it doesn't matter. The point is, the thing that got Will was like another arm. Once El closed the gate, it cut the brain off from the body, and it was useless." Peter said.

"So...if the Mindflayer is here, that has to mean there's another gate somewhere," Ned said. "But how? What happened in Hawkins didn't happen in this timeline. Trust me, I checked. How would they know about the gate?"

"Maybe they didn't. Maybe they just stumbled upon it." Peter said.

"Who's they?" Ned asked.

"I don't know. The government?" Peter shrugged.

"We can't defeat the Mindflayer unless we shut the gate," Peter said. "We just have to find the gate."

"I can't find it," El said quietly. "I can find people. Not things." 

"So all we need is someone who knows where the gate is." Ned said. 

"But how are we gonna find that?" Peter asked.

Ned went quiet. "That's the issue, yeah. And we need to keep ourselves from becoming one of the Flayed."

"Flayed?" Peter and El said at the same time. 

"People who are under the Mindflayer's control. Like May, and probably Alison, and who knows who else." Ned shifted. "It's spreading."

"An army." El said. "Building an army."

"To take over Queens?" Peter asked.

"The world." El said.

That sent the group into a somber silence. 

Peter perked his head up. "...do you hear that?"

El and Ned paused, listening.

There was a quiet, distant drone that grew closer each second. El looked at Peter. "They're here."

"Oh shit." Ned said, jumping up. Peter followed suit, and the three sprinted to the hangar om the top floor of Stark tower. 

Either Tony didn't hear the helicopter or chose to ignore it (the latter was far more likely) because he wasn't there. Peter sprinted out first, covering his face against the intense wind from the helicopter blades. 

"Is that them?!" El shouted over the drone. 

"Hopefully!" Ned answered. 

The helicopter touched down, and the blades slowed to a stop. The doors of the craft slid open, and a man stepped out. He was bearded, had the look of a hunted man, and was missing his most iconic weapon, but all the same, he was easily recognizable. 

Captain America stared at the three teenagers, a slightly confused look on his face, but taking it into stride anyway.

"Where's the fight?" He asked.

El stepped forward, unafraid. "Right here."


	9. Thirty Seconds

Tony did hear the helicopter, of course.

He sighed deeply when he heard it, and called Rhodey. 

"Hey, Tones, what's up?"His friend answered cheerfully.

"I'm gonna need you to do me a solid and get to my tower as quickly as you can." Tony said in a dull voice.

"What? Why?" 

Tony looked at the security camera, the feed showing the kids speaking to someone who he was hoping never to see again, along with little gang of runaways. 

"Because I'm about an inch from murdering several people and I need you to remind me that I don't want to go to jail for killing Captain America." Tony said.

Silence on the phone.

"I'll be right there." Rhodey said.

*** *** ***  
Steve supposed he had come onto weirder scenes, but this situation was definitely up there. Natasha, Sam, and Wanda stared at the kids at Steve's side, and Bucky stood next to the helicopter, silent and watching.

"So you're from the 80s." Sam repeated. The girl-El, that was her name, right?-nodded.

"Technically, she's from a different timeline, so whatever she does isn't gonna affect us, but yeah." One of the other kids said. 

"And she's the one you saw?" Steve asked Wanda. Wanda nodded.

"She was like a hallucination. She said something had gone wrong, and we needed to get here." Wanda said.

"So who are you two?" Natasha asked. 

"Oh, uh, we met in Germany. I'm Spider-man." One of the kids said. 

Natasha blinked. "And you?" She nodded at the other. 

"Oh, uh...I'm Ned. I'm...his Guy in the Chair." He said, trailing off. 

"YOU'RE the little shit that covered me in glue?!" Sam sputtered indignantly. 

Spider-man turned a bit pink, but grinned. "Yeah."

Sam rolled his eyes. "I was pulling my punches. Wasn't gonna hurt a kid."

Spider-man shrugged. "I mean, you seemed to be struggling until you sent a drone after me, so-"

"Bigger problems." El interrupted. 

"Right, right, sorry. So, El accidentally brought a monster thing was she got thrown back to 2018." Spider-man said.

"A monster?" Wanda asked.

"Yeah. We call it the Mindflayer. Essentially, it possesses people to do want it wants, and then spreads." Ned explains. 

"Like an octopus." El said.

"Octopus-?" 

"Well. Look who's back." A low voice said. Steve glanced up, heart stalling to see Tony leaning against the wall of the hangar. He looked okay. Just really mad.

"El called us, said we had to come-" Steve started.

"Sorry, does this tower have the name El on it? No? Then I don't think she has any authority." Tony said. He glared at the girl. "You know you can get arrested for contacting fugitives, right?"

El blinked. "I don't exist here."

"That's not the point-screw it." Tony glared at Steve. "You have five minutes to leave before I called Ross and-shit." He spotted Bucky, face going dark. "Make that two minutes."

"He didn't-" Steve started.

"I don't give a shit, Rogers!" Tony suddenly stormed forward, and El tensed, ready to break up a fight. "I let you run around, against my better judgment, and you have the balls to show your face here? You have one minute to get your ass out of my sight, don't make me go any lower."

"Mr. Stark, please. We need all the help we can get." Spider-man said.

"Kid, if a bunch of randos in the 80s can stop this thing, then I think I can do it." Tony said. He glanced back at Steve. "Forty seconds, Rogers."

"Tony, we want to help." Natasha said, stepping forward. 

"I swear to God if anyone takes one more step towards me I'm gonna throw you off this roof. Twenty seconds." Tony snapped. 

Spider-man looked desperate. "This time is different from the last time! The Mindflayer is building an army!" 

"Ten seconds! Nine, eight..."

"We need their help to find the gate!" Ned said. 

"Seven, six, five-" 

"We should go." Bucky said in a quiet voice. 

"Four, three, two-"

Steve sighed, turning back to the helicopter.

"No." 

Steve turned, pausing to see El staring intently at the helicopter, hand outstretched, her nose bleeding. 

The helicopter creaked, swaying, and suddenly started the crumple. Bucky jumped away from it in surprise, looking at El in shock. Sam, Natasha, and even Wanda stared back and forth between the helicopter and El.

El gave a shout of exertion, and the helicopter crumpled in on itself, turning into a metal ball. 

El wiped her nose, hand shaking. "No." She said again. She turned to Tony, looking mad. "Stop being stupid!" She shouted, and turned to Steve. "Stop being stupid!" She repeated, storming off the hangar. 

Tony glanced at Spider-man and Ned. "Go with her. Don't come up here."

Spider-man looked upset. "But Mr. Stark-"

"Peter." Tony said softly.

That seemed to change something in Spider-man, or rather Peter, and he hung his head, slinking off with Ned.

Tony snapped his head back to Steve when they were gone. "You wanna talk? Let's talk."

*** *** ***  
"You sure you're okay?" Ned asked, handing El a water bottle. 

She nodded, but she was shaky as she drank. "Just tired." She said.

"You gotta be careful. I don't think you have unlimited power." Peter said.

El glared at him. "Too bad we don't have someone else like me." She said evenly.

Peter gulped, but luckily it went right over Ned's head. "We have Scarlet Witch. She has powers like you, remember?" 

"I guess." El muttered. She rubbed her temples. "I can still fight."

"Yeah, but I think it'd be better to wait to use your powers so when you do fight, you don't get your ass kicked." Ned said.

El dumped some water on her head, trying to wake herself up. She ran her hands through her hair. "Look better?" She asked.

Peter nodded. "Totally. Way more like a monster-ass kicker."

"Bitchin'." El said.

Ned grinned. "Definitely bitchin'."

The door to the kitchen opened, and Tony entered, looking exhausted. "In case anyone cares, Rhodey finally got here." He said, mostly to himself. 

The kids were quiet. 

Tony sighed and moved aside. Steve stepped in, looking like he was walking across a tightrope. Maybe he was.

"Alright," He said softly. "Do we have a plan?"


	10. The Plan

**Notes for the Chapter:**

> me, waking up in a cold sweat nearly two months after having seen season three: baskin ROBIN

"This is El's home," Peter said, pointing to a circle he had drawn on a piece of paper. "I went there, got out, El closed the gate there. So then I went home." He drew another circle on the other side of the paper.

"From what we can figure out, the Mindflayer's home is kinda in the middle. You have to pass through it to go here or Hawkins." Ned said, snatching the pen and drawing a third circle between the first two. 

"The Upside Down." El said.

Ned nodded. "Right. So in order to stop the Mindflayer, we have to sever the control he has. The reason he can interact with us is that somewhere, there's a gate to the Upside Down open. If we close it-"

"Cut the brain off from the body." Peter said.

"And then the Flayed regain control, and it all goes back to normal." Ned paused. "In theory."

"Then where's the gate?" Steve asked. 

"That's the thing. It could be anywhere-" Peter started.

"It's here," El said. "If the Mindflayer is here, that means the source is here. The source has to be close to the gate. It's in New York."

"That narrows down the search to, oh, one of the largest cities in the world." Tony grumbled. 

Rhodey stared at the chart Peter and Ned had drawn. "So, what do we do, assuming we can find the gate?"

"We need two teams. One to find the gate and shut it down, and one to find the source and keep the Flayed from collecting more people." Ned said. 

Peter nodded. "El and I can find the source-"

"I don't know if we should be on the same team." El said. 

"What? Why?" Peter asked.

"I'm irrational, remember?" El asked.

Peter paused, confused, then horror lit up his face. "You spied on me-"

"You lied. We're even." El said. 

"I didn't-" 

"Guys!" Ned yelled. "Focus! We gotta save May, remember?" He asked. Peter gritted his teeth, feeling sick, forcing a nod.

"Any ideas where the gate would be?" Steve asked.

Peter shook his head. "El can find people. Not objects."

"I think I know where it is," Bucky said quietly. "I...I think I might have heard of it." 

Everyone turned to him. He looked uncomfortable. "It sounds familiar to what you're describing." 

"Where?" Peter asked breathlessly.

"At an old office building up in the Bronx. Underneath it." He said. "I was told they were building a doorway to new resources." 

"That's what Papa said." El whispered.

"Papa? Who's that?" Ned asked.

"The man who had me in the lab. His name was Brenner." El said, and Peter's stomach dropped.

El froze, staring at Peter. "Owens." She whispered. "He didn't know you."

"Hydra. Hawkins' lab was Hydra controlled." Peter said. "That explains everything. The secrecy, the disconnect from everyone else, how Owens didn't know me...holy shit, El, that means Hydra exists in your timeline. Only they didn't take SHIELD, they took the whole American government."

"That would mean Hydra could still get El. Owens doesn't speak for them." Ned said.

"Woah woah, slow down." Tony waved his hand. "One problem at a time. Why would this Owens guy know you?" 

Peter shook her head. "I-it doesn't matter. We have our location. We just need the teams."

"I'll go to the gate." Bucky volunteered. 

"I should go with him so we can divide the telekinetic power." Wanda said. 

"Sam, you should go too." Steve said. Sam looked disgusted but nodded.

"The rest of us can stay with El and find the source." Tony said. Tony glanced at Ned. "You go home." 

"What?! I helped figure everything out!" Ned protested.

"And we thank you for your service. But you don't really have any means of defending yourself. " Tony said.

"That's not fair! What if you need help?!" Ned protested. 

"Then we'll call you. We can put Ned on the comm channel, relay information we aren't seeing." Peter said. Ned looked at him gratefully.

"Like what information?!" Tony asked.

"You never know." Peter shrugged. 

Steve nodded. "I think that's fair." 

"Okay, so we got Sam, Wanda, him-" Tony gestured to Bucky. "Rogers-"

"We need to split the power. Colonel Rhodes should go instead, and then El, Captain America, Black Widow, Mr. Stark and I stay with El." Peter glanced back. "Trust me, the source is going to be very heavily guarded." 

"Monsters." El agreed. 

Tony looked quite irritated with this, but he didn't appear to have a solid argument. 

"Fine." He muttered. "Twenty minutes. Then we start."

*** *** ***  
"You don't have to do this, you know." Steve said, watching Bucky load up with ammo.

"What?" Bucky asked. 

"Prove anything. You don't have to be the one to go down there. I can do it." Steve said.

Bucky smiled wanly. "You don't know the way. And I'll be fine. I missed saving the world."

Steve chuckled. "Don't do anything stupid."

"How can I, you're taking all the stupid with you?" Bucky grinned, then glanced behind Steve. Steve turned, seeing the girl. She was watching them.

"...can I help you?" Steve asked. She was staring at Bucky. Bucky wriggled, a bit uncomfortable.

"...I've seen you before." She said. "At the lab."

Bucky looked more uncomfortable. El seemed to be putting pieces together slowly, one by one. 

"...you were with them. Papa. Hydra." She decided.

Bucky sighed. "Probably." He suddenly looked horrified. "Did...did I hurt you?!"

El shook her head. "No. They said you were four." She left them with that, and Steve and Bucky glanced at each other. 

"That was..." Steve started, and Bucky nodded in agreement.

*** *** ***  
"Anything new?" Ned's voice crackled over the comm.

"Nothing. It's been forty-five minutes. She can't find May or Alison, or...well, we don't know who else the Mindflayer got." Peter answered. 

"Red Metal, do you copy?" Ned asked. Peter had chosen the code names (mostly in honor of Dustin) and had chosen 'Red Metal' for the group attacking the gate, due to all of them having some sort of metal enhancement or power, and Wanda's red illusions.

Peter and Ned thought it was the coolest thing ever, but everyone else seemed exasperated. 

"We copy. We found a side door. We're entering under the building now." Sam said.

"Remember anything, Buck?" Steve asked. 

Silence for a moment, and then a weak sigh. "I can tell you this is definitely the right place."

Steve wasn't sure if he liked the sound of that.

Wanda walked down one of the halls, unsure what to expect. The place looked entirely abandoned, but she was still on edge, expecting someone to pop out like a demented jack-in-the-box. 

"Sam, Rhodes, Bucky; anything?" She asked the comms. 

Silence, and she paused as the lights flickered. 

"Anyone?" She asked. "Hello?!"

"They can't hear you." A slow voice said. Wanda whirled around, red sparkling at her fingertips. A pale man covered in sweat stood at the edge of the hall, seeming oblivious to the flickering lights. He smiled. "They can't hear you, sweetie. We cut you off."

"Who are you?" Wanda snarled, tensed for attack. 

"Me? I was Danny, but now? I'm so much more." He smiled, but it didn't reach his eyes. 

"Where are the others?"She asked.

"Your friends? Oh, somewhere here, they'll become a part of It soon, but right now I need your help." He took a step forward. "Where are they?" 

"Who?" Wanda asked, eyes darting, looking for new threats.

"Don't play dumb, Wanda. Eleven and Twelve. Where are they? If you tell me, I can promise everything will be alright." He asked.

Wanda blinked. She knew El was short for Eleven, but..."Twelve? Who's Twelve?" She asked.

Danny paused and then laughed. That's what Wanda assumed, anyway. It sounded like choking.

"He really has you all fooled, doesn't he?" Danny asked. He took another step forward-

And then a shot rang out.

Wanda jumped, and Danny fell to the ground, dead. There was a clean bullet hole through his head. Bucky poked his head around the corner. "Are you okay? There were two other Flayed down the hall that Sam got."

Wanda nodded. "He...he said there's a Twelve." She said slowly. 

Bucky blinked. "That...that can't be right. He's lying. He has to be."

"But why-OH MY GOD!" Wanda shot back from the dead body, which had started to bubble and steam. Bucky and Wanda watched in horror was the body melted into a sort of goo, a mess of flesh and bones, and started sliding across the floor with a squelching sound.

They followed it, not sure what to do, magic and machine gun ready. The mass rounded a corner, and Wanda and Bucky saw Sam and Rhodey watching a similar two piles of flesh. 

Wanda felt vomit churn in her stomach. 

The masses met in the middle of the hall, churning and building, seeming to take shape...into a monster. 

The monster had several legs and a faceless head. It growled, shaking itself off as if getting used to being alive. It turned to Wanda and Bucky and opened its mouth, showing a faceful of teeth.

And it roared.

*** *** ***

"Red Metal, do you copy?!" Peter yelled into the comm. "Ned!"

"I'm trying, I'm trying! Something's blocking the signal!" Ned said frantically. 

The door opened, and El stepped out, face pale and her lip stained red. 

"El? What-" Steve started, but El stared at Peter.

"I found May."


	11. Emergence

"This is a trap. You do realize that, right?" Tony asked, running a hand down his face.

Peter looked strangely apprehensive and excited at the same time. "Is she okay? Did she say anything?"

El shook her head. "Just...sitting. Waiting." 

"There might as well be a sign that says trap on it!" Tony yelled. Natasha nodded. 

"I agree. There's gotta be a better way." 

"I can find the source," El said. "She knows. I can find it." 

"How?" Steve asked. 

El didn't answer, simply slipping the bandana back on.

"El, don't you dare go back. El, I swear to God-"

*** *** ***

El approached May, who was sitting cross-legged on her bed. She was staring straight through El. 

It was hard to see someone who Peter claimed cared for him since he was four. Now El saw a puppet, one that would kill her if the puppet master saw fit.

But Peter deserved better than a broken puppet, and they needed to find the puppet master. 

Very, very carefully, El took May's limp hand. She didn't react, still staring ahead. 

She had never tried this and was only hinted by Papa-Brenner-that she could do it. In theory. But she might as well try; it was their last hope. And the Mindflayer couldn't hurt her in there. 

Right?

"May." El whispered. "Can you hear me?" 

May didn't move.

"...I want to see." El pleaded in a wobbly voice. "I want to see what happened." 

May looked at her, and El's heart stopped.

And then May grabbed her arm in a bone-crushing grip.

El screamed. "STOP STOP! NO NO NO-"

Then she was falling. It seemed like forever and a second at the same time, falling on and on but she would hit the ground in a second, and then what-

_A screaming monster of flesh._

_May yelling for help._

Falling on and on...

_May choking her._

_The monster forcing a disgusting tentacle down Alison's throat._

There was the ground. Why didn't it stop?

_May whirling around and looking at her with a furious expression, tinted with fear from something buried inside, and then disappearing from her view._

_May screaming, veins black and blood poisoned._

_A car whirling out of control, hitting a lampost. _

-she hit the ground of a church.

El had never been in a church, but she had seen them on TV. There was a beautiful stained glass picture of several people, none of which El recognized. There were people around her, all dressed up for something El didn't know. One woman wore a bright yellow hat that hurt El's eyes.

"El, are you okay?" Peter's distorted voice asked. 

El took a deep breath. "I'm okay." She whispered in the silence of the church. It felt wrong to speak, as if she was intruding on an event that was never meant for her to see.

"What's going on?" Steve's voice asked. 

"I'm...in a church." El said slowly. 

"What? Why are you in a church?" Natasha asked. 

"What else do you see?" Peter asked softly. 

El looked around, seeing a man standing up front of the church in a suit. There was a red rose pinned to his lapel. "A man," El said. "He's...he has a rose in his pocket. I think...he's looking at him."

El realized the rest of the people in the pews were faced backward, and she turned with them. There was a woman in a beautiful white dress, walking down the aisle. "There's someone else." El said, unsure. El followed her, pausing when the woman stopped in front of the man. The man had tears in his eyes, flipping up the veil.

"It's May." El whispered.

There was silence. "It's Trinity Church. May's getting married to Ben. It's a memory." Peter's small voice said.

El heard something rumble outside, and red lightning flashed. No one else watching seemed to take note of it.

"I think I found it," El said. "The source." 

She stepped outside the church, walking with purpose towards the red storm.

*** *** ***  
Hellfire was released onto the monster immediately, Bucky and Sam shooting endless rounds of bullets at the creature, Rhodey firing everything he had at it, and Wanda trying to rip it to pieces.

Everything, absolutely everything about this monster was wrong. What it was made of, how it moved, how it sounded...

Everything about it screamed 'foreign to the world.'

The monster roared, lunging at Wanda and Bucky, and Wanda threw it into the side of the metal wall, hitting it against the wall again and again. The other didn't let up on their attack.

The monster almost seemed to die, giving a weak whimper, and stopping the struggle. Wanda finally dropped it, panting. 

The monster became a pile of flesh, and before they could stop it, it slid to the drain in the floor, sliding through it, leaving only a trail of blood.

They looked at each other.

"We should...probably stay together." Sam said.

*** *** ***

El walked through the fierce winds, ignoring them the best she could. She could feel her energy draining, but she couldn't stop now. She was too close. 

The skyline of New York was concealed by angry clouds, and El realized with a jolt that there was ash in the air. 

"God, no, both of them?! How is that possible?!" El turned to see May, eyes teary, hands over his mouth in shock at Ben's side. Ben was sitting at the table, head in his hands. 

"Peter. Peter's still alive." He looked at her desperately. "We can't let him go to strangers."

"Just sign here Mr. Parker, and you'll have legal custody of Peter." El turned to see May once again in a new memory, sitting with Ben in front of an older man. They were both wearing black. Ben's hands shook as he signed a paper. A small, four-year-old boy watched intently from behind May. May offered him a smile, but he looked away. 

Someone ran past El, interrupting the memory fragment with a new one. "Peter! Stop! Don't run from me!" May called, running after him. 

Peter, still only four or five, whirled around and glared at May, fury in his eyes. "Why should I listen to you?! You aren't my mom!"

May froze at that, watching Peter sprint away.

Sobbing behind her, and El whirled around to see May crumpled to the ground, sobbing. "Oh my God, no no no...God, not Ben...!" 

El continued walking, trying to see through the red dust. There was Peter and May, Peter now a teenager and staring at his hands intently. "All this time that was you? Why didn't you tell me?"

Peter shrugged. He was wearing his suit. "I didn't think I could tell you."

May flinched.

El wandered, winds trying to push her back, trying to hide something, but she couldn't stop now. Not now...

The winds stopped, and El looked around. She was in the New York harbor, and she saw a long wooden dock, stretching out to what seemed like infinity. There was a shack, not too big, but more than enough for a secret.

"I think I found it." She said. "The source."

"Where, El, where are you?" Tony asked.

She squinted at the sign. "Brimborn's Harbor Tours."

"I know where that is. They shut it down years ago! It's on the route to where May works!" Peter said excitedly. "El, get out of there!"

El closed her eyes, watching the screaming, the monsters, the black poisoned blood replay...

She ripped off the blindfold and gasped. 

The room was dark and empty. 

She stood up slowly, feeling the panic rise in her chest. "Peter?" She called, only feeling sick when there was no answer.

"Peter?!" She called out again, standing up. "PETER!" She screamed, but was only greeted by echoes. 

"He can't hear you." 

El turned slowly, stomach dropping when she saw May standing in the doorway. 

"You shouldn't have looked for me," May said, face devoid of emotion, pale face covered in sweat. "Because now I can see you. Now we can all see you."

May started walking towards El, and El stumbled back, tears in her eyes springing up unbidden. 

"You..." May drawled, pointing at her. "Let us in."

_The Demogorgon who she had touched, skin disgusting and rotting. Her screams cracking the walls._

"And now, you are going to let us stay." May said, with a soft finality, coming ever closer, ignoring El's gasping sobs.

"Don't you see?" May asked, gesturing to the empty room. "All this time, we've been building it. We've been building it," May paused, a smile that was not her own growing on her face. "For you."

"No no no no..." El gasped, sobs uncontrollable now. Were those tears in May's eyes, those not of her own will?

"All that work, all that pain. All of it...for you." May said. El backed into a table, unable to go further.

"And now it's time. Time to end it. And we are going to end you and him." May said with finality. 

El gasped, shaking her head in denial. "And when you and him are gone, we are going to end your friends. From both places." 

"No!" El cried. 

"And then?" May said, almost seeming to ask herself. "We are going to end everyone."

"GET AWAY!" El screamed, lifting her hand and sending May flying. 

"NO!" She reached up and ripped off her blindfold, screaming still.

"El!" Peter gasped. El threw herself on him, sobbing uncontrollably.

"Oh my God." She heard someone say, but she didn't care who said it or why. 

It was going to kill her, Mike, Peter, Dustin, Tony, Ned, Lucas, Max, the Steves, Happy...

It was going to kill everyone. 

And it was coming. Because in Brimborn's Harbor Tours, a line of people shuffled to the basement, awaiting their final assignment from their master. Led by Alison, they collapsed, one by one, devolving into nothing more than a tool for It to build itself. 

To defeat Eleven and Twelve.

It was coming for them all.


	12. The Attack

**Notes for the Chapter:**

> GUYS DID YOU HEAR ABOUT THE SONY-MARVEL SPIDERMAN DISPUTE IM LOSING MY S H I T

"She's making it for you?" Steve asked, looking confused.

"Isn't it obvious Rogers? She's the one who closed the gate back in her home. It realizes she's the only things standing in its way." Tony tried to sound casual, but Peter could see his shakiness. 

Peter shot El another grateful look. He had a bad feeling that May might have mentioned him as well, but if that was true, El was continuing to reluctantly keep his secret.

"So it is building an army. Not to take over, but to stop El." Natasha said. 

"She...said....after she killed me, she was going to kill all of you." El said slowly.

A beat of silence.

Tony shrugged. "That's not anything new. We usually have someone who wants to kill us." 

Peter perked up suddenly. "Do...do you hear that?" He whispered.

Everyone went dead silent. 

Steve turned slowly to El. "El...when May spoke to you, was it in this room?"

El paled.

"...it can't get in here. It...it's secure, high up. It's not possible." Tony said, sounding uncertain.

There was rumbling outside, and a vague shadow fell over the window. As if compelled by instinct, the Avengers stood, looking around, tense and apprehensive.

There was a rumbling roar, like that of thunder. A few shakes to the ground, like a distant earthquake.

Then silence. 

"Where did it go?" Steve whispered.

That was the wrong question.

A long, fleshy tentacle, covered in barbed, boney teeth, burst through the wall, shooting towards El. Natasha reacted quicker, slamming one of her taser sticks on it. Electricity crackled up the tentacle, and the creature wailed in pain.

Peter screamed, jumping onto the ceiling. "WHAT THE FUCK IS THAT?!"

The tentacle chose a new target; Tony. It lunged for him, and Tony blasted it with his gauntlet, one, two, three times, until the tentacle flopped, useless and dead.

Another one came through the walls, straight for Steve, knocking him roughly against the wall, and then going straight for his chest, teeth ready chew him to bits-

It froze, seizing in the air.

El stood over the tentacle, hand outstretched, blood running down her nose, staring at the tentacle with hate. Another one burst through the wall, aiming for her, but she shot out her other hand, eyes wide, face pale. The other tentacle froze.

Peter's hands shook, feeling heat build up inside him. _No no no no! You'll hurt El!_

El gave a strained scream, and flung her hands down, ripping the tentacles apart.

Peter relaxed. Phew. 

Then another burst through the ceiling, grabbing him by the arm. 

Peter screamed, clawing frantically at the ceiling, feeling like several dirty, disgusting knives were shoved into his arm at once. 

"PETER!" Peter didn't know who shouted his name, but the tentacle stopped moving, El's hands stretched out in a panicked effort to keep him from being swallowed. 

Tony jumped up, grabbing Peter's leg, yanking him down. Peter screamed in agony, feeling the knives pull on his arm, shredding him. _If I don't die, they're going to rip my arm off, Peter thought in a haze of pain. _

He made the mistake of looking back at the monster. It was what he saw in his dreams, but instead of being made of ash, now it was made of an amalgamation of flesh, reminding him vaguely of the killer from 'Texas Chainsaw Massacre'. Its mouth opened like a flower, similar to the Demodogs, and the tentacle was coming from its mouth like a bastardized chameleon tongue, pulling him into a mouthful of teeth the size of his room back home.

_Shit. I'm going to die._

Suddenly, the pull towards the creature released, and Peter fell on top of Tony and Steve. Natasha raised her knife, now covered in gore. She must have cut through it. 

El screamed, hands raised at the monster, and it's head suddenly pushed in on itself, making a disgusting choking noise. El threw her hands apart, and the Mindflayer's head ripped apart, splattering blood everywhere. 

El collapsed. 

"GO GO GO!" Steve yelled, helping Peter to his feet. 

"There's a quinjet in the hangar, hurry!" Tony yelled. Natasha grabbed El, practically throwing the girl over her shoulder. 

Peter gasped for air, trying to walk, or at least not be entirely useless, but Steve was dragging him too fast. "FRIDAY, start the jet and initiate Godzilla protocol!" Tony yelled.

"Godzilla?!" Steve asked. 

The jet door opened, already starting to take off, and the group rushed on. "Hang on, Peter. You're okay." Steve said, setting the blood-soaked teen on the floor. Peter hissed in pain. 

El didn't move, ashen, eyes closed. 

"Is she...?!" Peter couldn't bear to finish the question.

Natasha shook her head. "Just done. She's okay."

Peter flinched as the jet took off, zooming away from the tower. Peter managed to get a glimpse of the monster and flinched. It was massive, the size of King Kong. 

And it wanted to kill them all.

*** *** ***  
"Ow, shit!" Peter flinched, tensing as Natasha pressed a cloth up to his shoulder. 

"You're okay," Natasha said softly. She turned to Tony. "He should be okay. With his enhanced healing, the bleeding's already slowing down."

Tony continued to pace. El had stolen the med-bay bed, awake now, sipping a Capri-sun Peter had found in his backpack. 

"I-I'm okay, Mr. Stark. It could be worse." Peter said. 

Tony snapped his head to him. "How could it be worse?!"

"Well...it didn't rip my arm off. I count that as a win." Peter said.

Natasha laughed. "I can see why you like him, Tony."

Peter smiled weakly, and flinched as another shooting stab of pain went through his arm.

"Hello?!" Ned's voice broke through the comms. 

Peter perked up. "Ned! Where were you?!" 

"Someone turned Group Two's comms off!" Peter and Ned, John Mulaney fans, had decided to call the other team Group Two. 

Tony raised his hand. "That was me. I didn't want any distraction while we made sure you weren't dying."

"Peter was dying?!" Ned asked.

"No! I just got bitten by the Mindflayer." Peter said.

"How-"

"Because it's making a body out of people." Sam's voice came through the channel.

"Oh, and I got the Hydra comm block off. You're welcome." Ned said, sounding pleased. 

Peter smiled. 

"What do you mean, a body out of people?" Steve asked.

"There were three Flayed who attacked us. We killed them, and their bodies melted and merged to make..." Bucky trailed off. 

"A monster." Wanda said. 

Peter sat up, ignoring the pain in his shoulder and Natasha's insistence to stay down. "May. May could be dead. Oh my God-"

"We don't know that," Steve said quickly. "I'm sure she's fine. We need to get to the compound, it'll be safer there." 

Peter grit his teeth, forcing a nod.

For a bit, it was quiet. Anxious quiet.

Then Peter grunted, tensing harshly. 

Tony snapped his head to him. "What's wrong?"

"Nothing, I-" He winced, curling up.

"Peter?! What's wrong?!" Steve asked. 

"My arm." He gasped. He could barely think straight, it hurt so much.

"Peter?! What happened?!" Ned's frantic voice asked. 

Natasha pulled out her knife, cutting the sleeve off of Peter's suit. _The tattoo!_

She didn't seem to notice, looking horrified at his arm. 

Peter looked. "Oh my God!" 

Underneath the skin of his arm was a mass of pus. And then the pus _moved,_ sending him into agony that he couldn't hold in, letting out a raspy scream.

The Mindflayer had got him.


	13. The Tooth and the Key

Once, when he was younger, Peter and Ned had happened across a show on Discovery called 'Monsters Inside Me'. They had watched it and regretted it.

The show was about people's experiences with horrific, disgusting parasites. Seven at the time, Peter had developed a horrible fear that he would be next for a nightmare like that, despite Aunt May's reassurances that stuff like that was few and far in between.

Watching 'Alien' had been similar. A great movie, one of his favorites, but he always had to look away at the part where the alien burst out of anyone's chest. Something about the idea of something inside you, coexisting until it was done using your body, made him shiver.

So watching the pus-filled knot on his arm writhe with something clearly alive having a hayday under his skin made him wish the monster had ripped his arm off.

"Mr. Stark?" He stuttered, trying not to scream in horror. "I...I don't feel so good."

Natasha sprang into action, digging through the medical supplies, putting on a pair of latex gloves. "Heat the blade." She handed her knife to Tony, who was too shocked and horrified to argue. He stuck the knife under his gauntlet, putting it on a low burn. The knife glowed red. Peter felt sick.

"Wait, w-what-" He tried to speak, only be cut off by a blinding pulse of pain as the creature in his arm wriggled. His vision went fuzzy, and he heard someone scream, but he couldn't tell if it was him or not.

"Bite this." Natasha shoved a rag in his mouth, and Peter gagged.

She paused, holding the knife, looking nervous. "Romanoff, I swear to God if you hurt him-"

"I got it." Natasha snapped. "Steve, hold him down."

Peter tried to speak, terrified and trying to convince himself what was about to happen wasn't going to happen. Steve rushed to him, pinning him down.

Peter's head snapped back to Natasha, shaking. She winced. "I...I'm sorry Peter. This...it's gonna hurt like hell. But we have to do it. Okay?"

Peter forced a nod, wishing he was anywhere else but here.

In the back of his mind, Peter saw Natasha re-open the wound on his arm with the knife, digging around delicately for the offending creature, but it was all blocked by pain and horror for Peter. He lurched forward, a choked muffled scream trying to force it's way out of his throat.

Heat built up inside him, almost on it's own accord, ready to lash out in defense, burn the planes down and maybe him with it, anything to stop the pain.

_No no no no, I'll hurt someone! Stop stop!_

Peter spat the rag out. "STOP STOP!" He yelled shrilly. Out of surprise mostly, Natasha stopped, stepping back. Steve looked disappointed.

Tony turned away, shaking.

"I can do it." El stood up, pale face set and determined. "Let me."

"El, your powers, you-" Peter gasped.

"I can do it." El insisted.

Peter was quiet, and then nod, gritting his teeth. Steve still pinned him, waiting for El.

El stretched her hand over Peter's arm, and Peter screamed as he felt the thing wriggle, trying to get away from El's grip. He thrashed, watching in a morbid fascination as his arm went stiff, fingers twisting into a clawed, nearly animalistic position he was pretty sure he couldn't make.

Peter screamed again, certain he would lose his voice, and felt vomit rise in his throat as slowly, a tooth from the creature was pulled from the wound in his arm. His hand-the one that Dart bit a million year ago-burst into agony as well, blackened veins trying to race up his arm. El shot her other hand at it, and the spreading blackness stopped, and Peter wasn't aware of anything else but the pain, and the angry high pitched chittering of the bit of the monster that had made a home in him.

El threw her arms back and collapsed, the two offending bits flying backwards and hitting the wall with a soft, wet thump. The bigger, recent tooth started skittering across the floor like a cockroach surprised by light.

Peter screamed shrilly, managing to fling himself away from Steve, kicking across the slick floor to escape the tooth. "KILL IT KILL IT! OH MY GOD OH MY GOD-"

Tony slammed his foot on it, squishing it. Blood squirted across the room, splattering the walls. El looked up weakly, a trickle of blood running out her right ear as well. She looked relieved.

There was stunned silence.

And then Peter leaned over away from Steve and puked.

*** *** ***  
"This is the main entrance." Bucky said, staring at a steel door. He glanced at Wanda. She nodded, ripping it off.

On the other side of the door, dozens upon dozens of Hydra agents froze, and stared at them.

They reached for their guns, but Red Metal reached their's first.

They stepped over the bodies, rushing through the halls. The lights flickered, and Wanda felt a stab of fear that the monster had returned.

"Group Two? What's going on?" Ned's worried voice asked.

"We're okay. Turns out Peter had a tooth stuck in his arm from the Mindflayer. We got it out. He handled it like a champ." Tony said.

"I puked a lot." Peter's hoarse voice said.

"Yeah, the puke was nothing. We're okay here. We're stopping at the compound to hole up and patch the kids up. I don't think the source needs guarding anymore." Steve said.

"Red Metal?" Ned asked.

"All good here. We're making our way down. I think I remember where the keys are, we can punch through the metal and shut this thing down." Bucky said. "Radio silence for now, if you don't mind." He added.

"Copy that." Ned answered.

*** *** ***  
"We're here." Natasha said, sounding relieved. The quinjet landed in the hangar of the Avengers compound.

"But the Mindflayer. Won't it like, wreck havoc on the city?" Peter asked.

"It's looking for El. That's it's focus." Tony paused. "Why'd it grab you?" He asked Peter.

Peter felt sick again. "Probably an accident? I don't know."

"And I initiated Godzilla protocol." Tony said.

"What is Godzilla protocol, exactly?" Natasha asked.

Tony shrugged. "I send a bunch of weaponized drones to chase it into the bay, and then blow it to hell."

Natasha helped El up, and El cast a side glance at Peter. He smiled, giving her a thumbs up. "I'm okay. Good job."

"Can you get up?" Tony asked. Peter nodded, climbing to his feet. Tony gave a short nod, motioning for him to follow him off the jet.

They froze when an engine roared to life.

Peter whirled around, seeing an old Buick with a sizable dent in the side door. "It's May." He whispered.

"Go go go!" Tony shouted, ushering them into the compound. He punched in a code, and a metal cover slid over the door.

"It knows." El whispered. "It knows we're here."


	14. The Holy Inferno

Bucky punched through the safe easily, pulling out a suitcase. "Come on." He motioned to the others, racing down the long metal hall, occasionally taking out a foolish Hydra agent if need be.

"Red Metal?!" Steve's voice broke through the comm.

"Steve, we needed radio silence-"

"Yeah, but we got a situation. May's not in the Mindflayer, she's still a spy for it. She spotted us coming in the compound. Sam, Rhodes, how fast can you get here?"

The two looked at each other. "Twenty minutes tops." Sam said.

"You got ten." Tony said, sounding nervous.

"Got it. Bucky, Wanda, you two got this?" Rhodey asked.

Wanda glanced at Bucky, who was staring ahead down the hall, eyes distant. "Yeah." He said after a long, quiet moment. "We got it."

Sam nodded. "Stay safe." He told Wanda.

*** *** ***  
"Mr. Stark I'm okay, I can fight-"

"Peter, you say one more word about fighting and I'll tie you up in the quinjet." Tony snapped.

The group was holed up in the compound, trying to figure out a plan. El was laying down on the couch, eyes closed, but listening. Her headache had spiked after she took the Mindflayer bits out of Peter, and something instinctual told her if she tried to use her powers again, she was done for. As was, she could barely walk anyway, much less fight off the Mindflayer.

"The Mindflayer is coming here. And we established it wants El. One of us can sneak out with her, and the rest of us can beat the shit out of it until Bucky and Wanda close the gate." Steve said.

"Peter's going with her." Tony said.

"No-"

Steve nodded in agreement.

Peter opened his mouth to protest and froze.

_DANGER DANGER DANGER!_

Peter felt his heart rate pick up, and a shadow fell over the skylight. "Shit." He muttered.

The Mindflayer was on the roof of the compound, glass cracking under it's weight.

_DANGER!_

"RUN!" Peter shouted, diving out of the way as the glass shattered and the Mindflayer landed in the center of the compound with an enormous crash. It roared, the sound grating painfully on Peter's ears.

Peter huddled behind a table, glancing across the room to see Tony and Natasha huddled behind a counter. Tony motioned for Peter to stay where he was.

El stared at the ceiling, crouched behind a large stool. It was going to kill her, or maybe melt her into it-

She jumped when she felt a hand on her shoulder. "Hey," Steve whispered. "There's an exit right ahead of us. I'll distract it. Can you run?"

"A...a little." El said uncertainly.

"I'll help you. There's a jet out there. We can blast this bastard to hell with the guns. Okay?" He asked. El nodded, hands shaky.

Steve grabbed a piece of rubble, throwing it across the room. It clattered to the opposite side of the compound, and the Mindflayer roared, rushing to the source of the noise.

"Now!" Steve whispered, helping El up. The two raced down the hall, Steve more or less carrying El for parts of the way. The florescent lights flickered, making El's headache worse.

Steve stepped away from her. "Hang on, I think I remember the code-" Something crashed against his head, and Steve collapsed. El whirled around.

May.

With a shriek, El held up her arm, trying to muster any strength she had left to throw her attacker back, but May grabbed her arm and twisted it behind her back painfully.

"PETER-" El shrieked before May smashed El's head against the metal wall.

And everything went black.

*** *** ***

Peter was panting hard and trying to cover it up.

_There has to be a way out of this. Think, Parker, think!_

He peeked around the table, seeing the Mindflayer slowly sending out scouting tentacle, armed with jagged teeth. His arm stung, as if in reminder why he didn't want to get bitten.

The Mindflayer froze, and then turned, snarling at something. Peter's heart stopped, seeing May carrying a motionless El out into the center of the compound.

_Oh God._

Cold resolve filled him. Peter looked at his arm, scratching dried blood away from where the permanent mark of 1984 had made it's home.

012.

_Are you scared of me?_

_It's different._

_How?_

"It's not." He muttered to himself. "It's not different."

The Mindflayer wanted to kill him? He hoped it enjoyed spicy food.

Peter scrambled to where Natasha and Tony were hiding. "I need your knife." Peter whispered.

"You're going against that thing with a knife?!" Natasha asked.

"No! Just give it to me!" Peter snapped.

In shock, Natasha wordlessly handed it to Peter, who pulled back the fabric of his suit that was covering his hand with his teeth and cut it away quickly with the knife. "What the hell are you doing?! And-Peter, what is that?!" Tony's eyes saw the tattoo.

Peter took a shaky breath. "I'll explain later. Right now, El needs me."

*** *** ***

El's head was a myriad of fog and pain. She felt herself lowered onto a hard surface, and groaned wearily.

"Don't worry." A soft voice said. El hazarded a peek and saw May leaning over her, pale face scarred with blackened veins, sweat streaking her face.

"It'll all be over soon." She whispered, almost kindly. "Just...relax. And try to stay very, very still." She looked at something to El's left, and El followed her gaze.

Through blurry, double vision, El saw the Mindflayer crawl towards her, stance predatory. In mounting horror, El forced herself to her elbows, trying to scream, but she couldn't seem to get enough air in her lungs.

_It's going to kill me._

El closed her eyes, praying for it to be quick, that she wouldn't become the next piece in the army-

"HEY!"

May, El, and the Mindflayer all looked to the source of the noise in surprise.

Peter stood on top of a chunk of rubble, glaring at the Mindflayer.

"Flay this, you ugly piece of shit!"

And he stretched his hand, and the world seemed to explode into an inferno.


	15. Smoldering Ash

Bucky kicked open the door, screaming something to the Hydra scientists that Wanda didn't understand. Whatever it was, it did its job, as everyone fled the scene. Wanda stepped in, horrified at the scene that lay behind the observation room glass.

A large machine, funnel-shaped, was spinning at dizzying speeds, sparks coming off it, shooting a beam of light into the wall. On the wall, a blood-red tear had opened up, spreading what looked like ash through the room. 

"Hey." Wanda turned to Bucky. "You need to break it down. The power's too high on it to just shut it down. You need to slow it." He opened the case, and inside were two silver keys to salvation.

"You ready to end this?"

*** *** ***  
Peter wasn't going to lie and say it didn't feel good to hear the Mindflayer's agonized screams when it burned. 

His arm still throbbed, stinging painfully, but in comparison to the pain he was in not too long ago, this was nothing.

"Why is the compound on fire?!" A voice asked over the comms. 

"PETER'S ON FIRE!" Tony screamed. 

"What?!"

"HE'S ON FUCKING FIRE, RHODES! WHAT PART DID YOU NOT UNDERSTAND?!"

"I'll explain later! Just don't freak out!" Peter said, swinging across the broken skylight of the compound. The Mindflayer reached for Peter with a tentacle, but another fiery explosion sent it keeling back, wailing. 

"KID, I'M WAY PAST FREAKING OUT, THIS IS PANIC!" 

"Shoot it! Attack it with anything hot!" Peter said. "Just keep it distracted until Wanda and Bucky can close the gate!"

El stared in morbid fascination at the scene before her. With every hit the Mindflayer took (finally Peter listened to her, she was going to punch him if she survived) May cried out, seeming to feel it's pain. Or maybe only the Flayed part of her did.

In any case, it was a distraction. El started crawling away, trying to rise to her feet. May spotted her, lashing out and grabbing her foot, dragging her back, ignoring her shrieks.

May pushed El onto her back, wrapping her hands around the girl's neck, choking her. El gagged, kicking weakly, trying to escape. May stared at her with blank hate, devoid of anything El saw in her head. She was gone.

Or...was she only hiding.

El wheezed, trying desperately to speak. "Trin...ity."

The grip on her neck abruptly loosened, and El gasped, panting. "You...you got married in Trinity Chruch."

May blinked, almost as if she was dazed.

El felt tears spring to her eyes. "It was small. Seven of the pews were empty."

May blinked again, swallowing hard.

El sniffed, trying to keep her voice steady. "There was stained glass, and it was cloudy outside. There...was a woman with a really, ugly yellow hat."

May laughed, a choked laugh filled with grief and regrets. 

"He...Ben...he had a red rose in his pocket." El squeezed her eyes shut, the scene coming back to her. Everything had been so perfect...

She opened them again, this time not bothering to conceal the tears. 

"And you were pretty," El whispered. "Really pretty."

May climbed off of El's chest, looking shocked, tears running down her face. The black poison was gone.

El tried to smile. "And you were happy." 

May put her head in her hands and sobbed.

"He loves you. He loves you so much." El whispered.

"I know. I know. I don't...oh God..." May looked at her, tears streaming down her face. "I'm so sorry." She whispered.

There was a yelp, and El and May turned to see Peter flying through the air. The Mindflayer had smacked him out of the sky and roared in triumphant fury, turning back to El.

El gasped, trying to move away. The Mindflayer opened its head, barbed tentacle shooting out, straight for her heart.

"NO!" 

May lunged in front of El, catching the tentacle, screaming in pain as the barbs dug into her hands. 

*** *** ***

Wanda panted, desperately holding the machine down with her magic, red haze shuddering across the machine. 

"Wanda! Hurry!" Bucky yelled.

*** *** ***

The Mindflayer screamed, more so in fury that one of its slaves dare disobey it than anything. It shot out another tentacle, plunging it into May's side.

El screamed. May did not.

*** *** ***

Wanda ripped at the machine, and she barely dodged the explosion of sparks, running back up to the observation room, grabbing the other key.

*** *** ***

"CLOSE IT NOW!" Natasha screamed into the comm. 

The Mindflayer plunged more barbed tentacles into May, lifting her off the ground and discarding her like a broken toy.

*** *** ***  
Wanda and Bucky turned the keys.  
*** *** ***  
The Mindflayer suddenly screamed louder than ever, stumbling around the compound as if suddenly forgetting how to move. 

It gave one last long scream, and fell to the ground.

Dead. 

El sat, frozen.

"El?" She turned to see Steve behind her, stumbling out. "Is it...?" 

El nodded.

"May?" A weak voice asked. Peter stumbled over the flaming rubble, looking a step away from death. His nose was still bleeding uncontrollably, and a steady stream of blood was coming from his ears.

He was the color of ash.

He half-collapsed next to May, who was lying in a pool of blood. He shakily tried to grab her hands. "Oh God, no no. Aunt May, please get up, please, don't do this don't leave me-"

"Peter..." She choked, taking his hand.

"Aunt May, please, I'm begging you, don't go, you can't leave me-"

"I love you." She said, and she exhaled.

And went still.

"May?" Peter asked.

_This is a bad dream. This isn't happening._

"May? May?! Oh God, no no no...don't go, please..." He broke into rasping sobs. "Please don't leave me."

"Peter-" He felt someone picked him up, bridal style. Probably Steve. That was fine, if not embarrassing. He couldn't walk. 

Peter gave one last wail, of grief and rage that he was robbed of the last family he had, and he never had to say goodbye. Something exploded behind him in a fireball, responding to the rage with its own.

But fire only lasts so long. 

Peter choked, and his head tipped back, unable to hold itself up and longer. And as the world faded to black, he saw ash falling from the sky.


	16. Changing Times

**Some time later...**

"Helloooooo? Can you see me? Is it working-Lucas don't touch it, you'll break it-"

Peter grinned, laughing, seeing a blurry, familiar image of a certain yet-to-be superhero.

"Yeah Tony, I see you. Hey." He waved. 

"Peter! Oh my God! We missed you!" He heard Dustin's voice.

"Yeah, me too, but you gotta set the camera down. I can't see you all when Tony's holding it so close to his face." Peter said, waving Ned over. 

"Peter, why do you have three copies of Toy Story 2?" Ned asked, setting one of the said DVDs back in the box labeled 'Movies'.

"You're gonna meet my 80s friends." Peter said. He glanced back, relieved to see the camera having righted itself. 

Ned grinned. "The FaceTime-Travel machine!"

"Yeah," Peter started pointing people out. "That's Mike-El's boyfriend-, Dustin, Lucas, Will, Max, and that's Tony." 

"Hey." Ned waved.

"Is El there?" Peter asked. 

"She's still grounded," Max said. "I ask Hopper when she can leave, and he said when hell freezes over."

As if on cue, the door opened off-screen, and Mike's face lit up. "El!" He ran over, dragging her to to the screen. 

El grinned when she saw Peter and grinned wider when she saw his Star Wars t-shirt. "Short sleeves." She said.

Peter held up his arms, the 012 exposed and uncovered. "Short sleeves." He agreed. 

"I'm still so pissed I didn't get to see Peter blow shit up." Dustin said. 

"Yeah! You gotta prove Tony isn't a liar!" Lucas said. 

"I'm not a liar-"

"Fine, fine..." Peter sighed, glancing at Ned, who was staring at him eagerly. "What?"

"I didn't get to see either." 

Peter sighed, concentrating hard. 

After a tense moment, the tips of his fingers flickered, and a soft orange fire swayed gently on his fingertips.

"That's pretty cool, Peter." Max said, grinning. Peter smiled back, letting the flame die out, wiping the blood from his nose. His head twinged.

After the Mindflayer died, Tony had said Peter had slept on and off for two days, feverish and restless. El had refused to leave for her home, even as she grew weaker until she was able to say goodbye to Peter properly. At least now she seemed to have recovered.

"Practice." El said, seeing his resolve weaken.

"Yeah, I will." Peter said.

"Peter?! Is Peter there?!" An excited voice asked off-screen, and the kids were pushed aside to make way for Joyce. She smiled happily upon seeing Peter. "Oh, Peter! Hi sweetie! How are you feeling?"

Peter laughed. "I'm great, Ms. Byers. Oh, this is my friend Ned." Ned waved.

"For the last time, it's Joyce." She smiled, and then paused. "How are you doing?" She asked in a more serious voice. 

Peter swallowed the lump in his throat. "I...I'm okay." 

"El!" Hopper's irritated voice called from off-screen. "If you're talking to Parker again, I swear I'll crawl through the screen myself and beat his ass! You're grounded!"

Peter winced. "I gotta finish packing anyway. It was good seeing you guys."

"You have to visit!" Tony said.

"I'll see what I can do. Superhero squad?" He turned to El.

El smiled. "Superhero squad." 

The screen went black.

Ned went back to the box, sealing it up. "They seem nice."

"You didn't have to babysit them." Peter said.

Ned's watch beeped. "Shit. I'm sorry Peter, I gotta go. My mom wanted me back a half-hour ago." 

Peter nodded. "It's okay. I'll finish the rest of the packing. It's almost done. Wanna meet at your place for a Star Wars marathon?" 

"Dude, I got a new Lego set. The Lord of the Rings castle!" 

Peter's eyes widened. "Oh damn, let's watch that instead."

"See you tomorrow." Ned rushed over, doing their handshake, before rushing out. 

Peter sat on the chair for a moment, enjoying the quiet of the apartment. Ten years of his life. And he'd probably never step foot in here again.

"Hey, kid, you done?" Tony poked his head out of the doorway. Peter nodded, looking though his bag. 

"Oh, crap. My statistics textbook." He muttered. 

"Why do you need a textbook? It's summer." 

"I'm taking AP statistics next year, so I have summer homework." Peter said.

"Kids have summer homework now?! What the hell is wrong with the world?!" 

"Just help me look!" Peter jumped up, digging through his closet. Nothing there. 

Peter paused, realizing the one room he hadn't checked.

It felt like a million years to open the door to May's empty room. There wasn't much left, all of it had been packed or donated, save for the bed. Peter opened the empty closet, feeling on top of the shelves. Nothing. Empty. 

He looked under the bed and paused. 

There was a large, brown box, surrounded by dust. 

Peter hesitantly pulled it out, coughing when dust flew up into his face. Carefully, he unlatched the box, opening it up.

There wasn't too much inside. Some photos, a couple of notes, and a pressed rose. Peter swallowed hard, picking up a wedding photo of May and Ben. They looked so happy...

A letter fell into his lap. He must have accidentally picked it up when he grabbed the photo. It was addressed to him.

Peter blinked in confusion. Why was it addressed to him?

He hopped up on the bed, not entirely sure if he wanted to open it or not. Eventually, curiosity won out, and he carefully ripped open the letter.

It was dated the day after Uncle Ben died.

Peter took a deep breath and started reading.

*** *** ***

_Dear Peter,  
I know this is probably the last thing you care about hearing right now, but I want you to know; it wasn't your fault. I heard what happened. Ben wanted you to be safe, and he chose to put you out of harm's way. I know he would do again a million times over. He loves you. _

_I'm sorry you had to lose someone else; I wish I had the answer for why life is like this, why it only wants to take when it feels like you have nothing left. But I don't. I ask myself the same question a lot, why it always seems like we're getting beaten down on. Ben called it the Parker Luck._

_The world isn't always going to play by the rules, and it's not always going to be coming out on top in the end. Sometimes, you put in all the effort in the world and you still fall. But that's what life is. Sometimes it's two steps forward, three steps back._

_But you learn from those steps, Peter. You learn from your mistakes, you learn who your real friends are, and you learn how strong you really are. That's what I admire about you, Peter. The world spits on you, deals you the worst hand, beats you up over and over again, and everytime, you get back up and look life in the eye and say 'Ready for another round?'_

_I'm sorry, honey. I'm so sorry things are the way they are. I'm sorry I can't protect you from monsters, I'm sorry I can't shield you from the awful things out there, and I'm sorry I wasn't there. _

_But you're growing up. Getting more and more mature every day, and I still see the same baby who always woke up at one in the morning for no reason other than wanting someone with him._

_Peter, you're strong. Stronger than you know, stronger than I think I'll ever be. Don't stop fighting. When the world hits you, hit it back. When you fail, try again with new knowledge. I can't promise it's going to be easy, because it's not, but when Peter Parker is ready to show the world what he's got up his sleeve? Look out._

_I know I'm not your mother, or even related to you by blood, but I want you to know this; I love you with every fiber in my being, and nothing in the world could ever change that. _

_But please, for my sake. Stop staying out so late and coming home with those mysterious bruises. You're going to give me an aneurysm. _

_Love,  
Aunt May_

Peter choked back a sob mixed with a laugh, before breaking down, face in his hands, unable to process anything for a moment but the awful ache in his chest.

"You're never gonna believe where I found your textbook-" Tony paused, face falling when he saw Peter. "Are you okay?"

"Y-yeah." Peter gasped, rubbing his eyes. "Is it...time to go?" He asked.

Tony nodded.

"Give me a minute." Peter gasped, looking at him.

Tony nodded again. "I'll meet you by the car."

Peter took a breath, steadying his breathing, tucking the letter carefully into the pocket of his jeans. 

He walked out to Tony, giving him a weak smile. "So...where did you find my textbook?"

Tony grinned, putting his arm around Peter's shoulder as they walked out to the car. "Freezer."

"What? No, seriously, where did you find it?"

"The freezer! How did it get in there?"

Peter shrugged, putting the last of his stuff into the backseat of the car. "I literally have no idea."

Tony laughed, waiting for Peter to get settled in the car before starting to drive away. "Well, stranger things have happened, right?"

Peter looked out the window, staring at the fading apartment building. The end of a chapter, but not the book. A sad ending, maybe an unsatisfying one, but the one that life chose. He had no idea what would come next, and probably never would. 

But he owed it to everyone to ride it out.

_When the world fights, fight back._

"Yeah." Peter answered slowly, turning back in the front seat to watch the New York ahead of him.

"I guess they have."

**Notes for the Chapter:**

> if you cried, good. i cried because i had to watch the scene with hopper's letter for reference. but in the end, i think may's is pretty original, right?
> 
> So Peter's right; this isn't the end. mostly because stranger things 4 has yet to come out so-
> 
> fret not! you will not have to wait until then! believe it or not, the next book will actually be happy and fun!
> 
> we gonna focus on young tony and his hawkins shenanigans. 
> 
> it's going to be very episodic, kinda of like a bunch of one-shots with an overarching plot. it will NOT be updated as quickly as this, because, as i said, mostly one-shots.
> 
> i am taking name suggestions for the book.
> 
> thank you guys so much for sticking with me and my nuts writing. this is my passion, and you have no idea how much it means to me for others to enjoy what i do 
> 
> i love you all,  
Emma (lovelyladiesxoxo)


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